[Final] MISA Valuation Report_2015.05.04

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Valuation Report – Metro International S.A.ABCD5. Legal contextThe Law on the squeeze-out and sell-out of securities admitted or formerly admitted on aregulated stock exchange of having been offered to the public entered into force on 1 October2012. The term “squeeze-out” refers to the right by a majority shareholder to compulsory acquirethe shares of all the minority shareholders in a company. Conversely, the term “sell-out” or“reverse squeeze-out” allows a minority shareholder to request the purchase of his shares fromthe majority shareholder.Prior to the adoption of the Law, the law dated 19 May 2006 implementing the EU Directive ontakeover bids 2004/25/EC introduced squeeze-out rights and sell-out rights available in certaincircumstances in relation to takeover bids.The scope of the Law governs the squeeze-out and sell-out of securities of a company that hasits registered office in Luxembourg and whose securities:Are admitted to trading on at least a regulated market in one or several member states ofthe European Economic Area;Were previously admitted to trading on at least a regulated market in one or more memberstates of the European Economic Area, if the removal from trading took place less thanfive years ago; or,Were subject to a public offering less than five years ago.During a transitory period ending three years after the entry into force of the Law, the Law extendssqueeze-out rights and sell-out rights to situations where the company’s securities were removedfrom trading on a regulated market (i.e. de-listed) after 1 January 1991.The term “majority shareholder” is defined by the Law as any natural or legal person holding aloneor together with other persons acting in concert, directly or indirectly, securities representing notless than 95% of the capital carrying voting rights and 95% of the voting rights of the company.The majority shareholder must provide the CSSF with a proposed fair price for the securities anda Valuation Report prepared by an independent expert.6. Scope of the report6.1. PurposeThe Majority Shareholder notified the CSSF of its decision to exercise its squeeze-out right underthe Law. As a result, there is a legal requirement for a valuation report to be prepared inaccordance with the requirements of the Law.6.2. Basis of assessmentThe Valuation Report was conducted as at the Valuation Date in accordance with Article 4 of theLaw, which states that the contemplated transaction in relation to the Proposal (hereinafter the“Transaction”) is to be performed on the basis of a “fair price” (previously defined as “Fair Price”).In preparing the Valuation Report, our Fair Price estimate is based primarily on informationprovided by MISA and its subsidiaries, industry research, and discussions held with MISA’smanagement and the management of its subsidiaries or investments (collectively hereinafter“Management”). Despite the Law not defining “Fair Price”, it states that the Fair Price has to bederived according to objective and adequate methods applying to asset disposals (refer to Article4 of the Law). For the purpose of the Valuation Report, and based on our professional experiencein the field of valuing transferable securities, we define the term “Fair Price” in further detail inSection 7.4.2 - Overview of valuation approaches. Fair Price is defined here as “the estimatedamount for which assets or liabilities should exchange on the Valuation Date between a willing2015 © KPMG Luxembourg, Société coopérative 4 May 20154
Valuation Report – Metro International S.A.ABCDbuyer and a willing seller in an arm’s length transaction, where the parties had each actedknowledgeably, prudently and without compulsion”.We note that there may be significant differences between “price” and “market value” in an openmarket due to the following: (i) purchasers and vendors may have different knowledge, negotiatingabilities and financial strengths; (ii) all potential purchasers may not be identifiable; (iii) legal andcontractual restrictions are enforceable and cannot be assumed away; (iv) a price may be struckas the result of forced or compulsive acts on behalf of either the vendor or the purchaser; and, (v)the price may not be comprised of all cash consideration and earn-outs or other structures maybe relied upon to bridge the price “gap” between the vendor and the purchaser.The valuation methodologies adopted by KPMG Deal Advisory are outlined in more detail in thisValuation Report and include as appropriate, but are not limited to, a combination of:An income approach based on discounted cash flow analysis (hereinafter “DCF”);A market approach based on multipliers implied by comparable publicly tradedcompanies and/or by recent market transactions or based on the price of recenttransactions; and,A net asset value approach (hereinafter “NAV”).6.3. Limitations and reliance on informationIn preparing this Valuation Report and arriving at our opinion, we have considered the informationoutlined in Section 13, Appendix 6 – List of documents received from Management of thisValuation Report. In forming our opinion, we have relied upon the truth, accuracy andcompleteness of any information provided or made available to us without independently verifyingit. Nothing in this Valuation Report should be taken to imply that KPMG Deal Advisory has in anyway carried out an audit of the books of account or other records of MISA or its subsidiaries forthe purposes of this Valuation Report.We further note that an important part of the information used in forming our opinion is comprisedof the opinions and judgments of Management. Therefore, we have also had discussions withManagement in relation to the nature of the business operations of the different Entities includedin the valuation scope. Discussions were also held in relation to the Entities’ specific risks andopportunities, their historical results and their prospects for the foreseeable future. This type ofinformation has been evaluated through analysis, enquiry and review to the extent practical.Kinnevik is responsible for ensuring that the information provided by it or its representatives is notfalse or misleading, or incomplete. Complete information is deemed to be information which atthe time of completing this Valuation Report would have reasonably been expected to have beenmade available to KPMG Deal Advisory to enable us to form our opinion.We have no reason to believe that any material facts have been withheld from us but do notwarrant that our inquiries have revealed all of the matters which an audit or extensive examinationmight disclose. The statements and opinions included in this Valuation Report are given in goodfaith, and in the belief that such statements and opinions are not false or misleading.The information provided to KPMG Deal Advisory included but was not limited to historicalfinancial statements, forecasts/projections, other statements, and assumptions about futurematters (e.g. forward-looking financial information) prepared by Management. Whilst KPMG DealAdvisory has relied upon this forward-looking financial information in preparing this ValuationReport, Kinnevik remains responsible for all aspects of this forward-looking financial information.The forecasts and projections as supplied to us are based upon assumptions about events andcircumstances which have not yet transpired. We have not tested individual assumptions orattempted to substantiate the veracity or integrity of such assumptions in relation to any forward-2015 © KPMG Luxembourg, Société coopérative 4 May 20155
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© 2015 KPMG Luxembourg, Société
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[Final] MISA Valuation Report_2015.05.04

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